UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________ 

FORM 10-Q

_________________________________________ 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 333-174689

 _________________________________________ 

ATKORE INTERNATIONAL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

_________________________________________ 

Delaware	80-0661126
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

16100 South Lathrop Avenue, Harvey, Illinois 60426

(Address of principal executive offices) (Zip Code)

708-339-1610

(Registrant’s telephone number, including area code)

_________________________________________ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  o    No  x

As of August 1, 2013, there was no public trading market for the registrant’s common stock. There were 100 shares of the registrant’s common stock, $.01 par value per share, outstanding on August 1, 2013.

ATKORE INTERNATIONAL HOLDINGS INC.

INDEX TO FORM 10-Q

	Page No.
Cautionary Note Regarding Forward-Looking Statements	3
Part I. Financial Information	4
Item 1. Financial Statements (Unaudited)	4
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive Income	5
Condensed Consolidated Balance Sheets	6
Condensed Consolidated Statement of Shareholder’s Equity	7
Condensed Consolidated Statements of Cash Flow	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3. Quantitative and Qualitative Disclosures About Market Risk	45
Item 4. Controls and Procedures	45
Part II. Other Information
Item 1. Legal Proceedings	46
Item 1A. Risk Factors	46
Item 5. Other Information	47
Item 6. Exhibits	48
Signatures	49

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q filed by Atkore International Holdings Inc. (hereinafter collectively with all its subsidiaries referred to as the “Company,” “we,” “our,” “us,” or “Atkore”) with the Securities and Exchange Commission (“SEC”) contains statements about future events and expectations that constitute forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor provisions created by statute. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” or similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and readers are cautioned not to place undue reliance on such statements. Factors that could cause actual events or results to differ materially from the events or results described in any forward-looking statements include, but are not limited to: the sustained or further downturn in the non-residential construction industry; fluctuations in the price of raw materials; new regulations related to “conflict minerals;” our reliance on the availability and cost of freight and energy; changes in governmental regulation, including the National Electrical Code or other legislation and regulation; risks relating to doing business internationally; claims for damages for defective products; our ability to generate or raise capital in the future; risk of material environmental, health and safety liabilities and obligations; changes in the source and intensity of competition in business; the level of similar product imports into North America; our reliance on a small number of customers; work stoppages, employee strikes and other production disputes; our significant financial obligations relating to pension plans; unplanned outages at our facilities and other unforeseen disruptions; our ability to protect and enforce our intellectual property rights; our ability to attract and retain qualified employees; the reliability of our information systems; cyber security risks and cyber incidents; risks inherent in acquisitions and the financing thereof; our substantial indebtedness and our ability to incur further indebtedness; limitations on our business under the instruments governing our indebtedness; risks relating to us operating as a stand-alone company; and the risk that the benefits from the Transactions (as defined herein) may not be fully realized or may take longer to realize than expected.

You should read carefully the factors described under the section titled “Risk Factors” in the Company’s Form 10-K for the fiscal year ended September 28, 2012, and those described in our other filings with the SEC. These and other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. These factors may not constitute all factors that could cause actual results to differ materially. We operate in a continually changing business environment. New factors emerge from time to time, and it is not possible to predict all risks that may affect us. We assume no obligation to update or revise any forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should be viewed as historical data.

3

Part I. Financial Information

Item 1.Financial Statements

ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						Nine Months Ended
($ in millions)	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Net sales	$	406		$	428		$	1,197		$	1,226
Costs and expenses
Cost of sales	356			366			1,037			1,046
Asset impairment charges	24			9			26			9
Selling, general and administrative	43			46			133			141
Operating (loss) income	(17		)	7			1			30
Interest expense, net	12			13			36			37
Loss before income taxes	(29		)	(6		)	(35		)	(7		)
Income tax expense (benefit)	1			(6		)	1			(6		)
Loss from continuing operations	(30		)	—			(36		)	(1		)
Loss from discontinued operations and disposal net of income tax expense of $0, $2, $0, $0, respectively	—			(3		)	—			(6		)
Net loss	$	(30	)	$	(3	)	$	(36	)	$	(7	)

See accompanying notes to condensed consolidated financial statements.

4

ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

	Three Months Ended						Nine Months Ended
($ in millions)	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Net loss	$	(30	)	$	(3	)	$	(36	)	$	(7	)
Other comprehensive loss:
Change in foreign currency translation adjustment	(9		)	(8		)	(10		)	(5		)
Change in unrecognized loss related to pension benefit plans, net of $0 million tax expense (See Note 9)	—			—			1			—
Total other comprehensive loss	(9		)	(8		)	(9		)	(5		)
Comprehensive loss	$	(39	)	$	(11	)	$	(45	)	$	(12	)

See accompanying notes to condensed consolidated financial statements.

5

ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

($ in millions, except per share data)	June 28, 2013			September 28, 2012
Assets
Current Assets:
Cash and cash equivalents	$	57		$	52
Accounts receivable, less allowance for doubtful accounts of $5 and $3, respectively	211			235
Receivables due from Tyco International Ltd. and its affiliates (see Note 2)	3			9
Inventories, net (see Note 3)	249			237
Assets held for sale	11			11
Prepaid expenses and other current assets	37			35
Deferred income taxes	20			22
Total current assets	588			601
Property, plant and equipment, net (see Note 4)	241			283
Intangible assets, net (see Note 5)	255			266
Goodwill (see Note 5)	132			132
Deferred income taxes	—			3
Receivables due from Tyco International Ltd. and its affiliates (see Note 2)	13			13
Other assets	19			31
Total Assets	$	1,248		$	1,329
Liabilities and Equity
Current Liabilities:
Short-term debt (see Note 7)	$	4		$	7
Accounts payable	105			130
Income tax payable	3			4
Accrued and other current liabilities (see Note 6)	76			79
Total current liabilities	188			220
Long-term debt (see Note 7)	410			410
Deferred income taxes	80			83
Income tax payable	13			13
Pension liabilities	37			40
Other long-term liabilities	11			11
Total Liabilities	739			777
Shareholder’s Equity:
Common shares, $.01 par value, 1,000 shares authorized, 100 shares issued and outstanding	—			—
Additional paid in capital	607			605
Accumulated deficit	(61		)	(25		)
Accumulated other comprehensive loss	(37		)	(28		)
Total Shareholder’s Equity	509			552
Total Liabilities and Shareholder’s Equity	$	1,248		$	1,329

See accompanying notes to condensed consolidated financial statements.

6

ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY

(unaudited)

($ in millions)	Common Shares Par Value		Additional Paid in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Shareholder’s Equity
Balance at September 28, 2012	$	—	$	605	$	(25	)	$	(28	)	$	552
Comprehensive loss:
Net loss	—		—		(36		)	—			(36		)
Foreign currency translation	—		—		—			(10		)	(10		)
Change in unrecognized loss related to pension benefit plans, net of $0 million tax expense	—		—		—			1			1
Comprehensive loss											(45		)
Share based compensation	—		2		—			—			2
Balance at June 28, 2013	$	—	$	607	$	(61	)	$	(37	)	$	509

See accompanying notes to condensed consolidated financial statements.

7

ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

($ in millions)	Nine months ended June 28, 2013			Nine months ended June 29, 2012
Operating activities:
Net loss	$	(36	)	$	(7	)
Adjustments to reconcile net loss to net cash used for operating activities:
Loss from discontinued operations and disposal	—			6
Depreciation and amortization	36			38
Amortization of debt issuance costs	5			5
Deferred income taxes	—			(8		)
Provision for losses on accounts receivable and inventory	5			4
Asset impairment charges	26			9
Other items	4			1
Changes in operating assets and liabilities, net of effects from acquisitions	(27		)	(37		)
Net cash provided by continuing operating activities	13			11
Net cash provided by discontinued operating activities	—			10
Net cash provided by operating activities	13			21
Investing activities:
Capital expenditures	(9		)	(17		)
Proceeds from sale of properties and equipment	3			—
Acquisitions of businesses, net of cash acquired	—			(40		)
Other, net	3			—
Net cash used for continuing investing activities	(3		)	(57		)
Net cash provided by discontinued investing activities	—			40
Net cash used for investing activities	(3		)	(17		)
Financing activities:
Borrowings under Credit Facility	192			374
Repayments under Credit Facility	(192		)	(393		)
Proceeds from short-term debt	7			4
Repayments of short-term debt	(10		)	(1		)
Repayments of long-term debt	—			(1		)
Net cash used for continuing financing activities	(3		)	(17		)
Net cash provided by discontinued financing activities	—			—
Net cash used for financing activities	(3		)	(17		)
Effects of foreign exchange rate changes on cash and cash equivalents	(2		)	(1		)
Increase (decrease) in cash and cash equivalents	5			(14		)
Cash and cash equivalents at beginning of period	52			48
Cash and cash equivalents at end of period	$	57		$	34
Supplementary Cash Flow information
Interest paid	$	21		$	23
Income taxes paid, net of refunds	3			3
Capital expenditures, not yet paid	1			1

See accompanying notes to condensed consolidated financial statements.

8

ATKORE INTERNATIONAL HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Organization and Ownership Structure — Atkore International Holdings Inc. (hereinafter collectively with all its subsidiaries referred to as the “Company,” “we,” “our,” “us,” or “Atkore”) was incorporated in the State of Delaware on November 4, 2010. The Company is 100% owned by Atkore International Group Inc. (“Atkore Group”). The Company is the sole owner of Atkore International, Inc. (“Atkore International”). Prior to the transactions described below, all the capital stock of Atkore International was owned by Tyco International Ltd. (“Tyco”). The business of Atkore International was operated as the Tyco Electrical and Metal Products (“TEMP”) business of Tyco. Atkore was initially formed by Tyco as a holding company to hold ownership of TEMP.

The Transactions — On November 9, 2010, Tyco announced that it entered into an agreement to sell a majority interest in TEMP to an affiliate of the private equity firm Clayton Dubilier & Rice, LLC (“CD&R”). On December 22, 2010, the transaction closed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the “Preferred Stock”) of Atkore Group. The Preferred Stock initially represented 51% of the outstanding capital stock (on an as-converted basis) of Atkore Group. On December 22, 2010, Atkore Group also issued common stock (the “Common Stock”) to a Tyco subsidiary that initially represented the remaining 49% of the outstanding capital stock of Atkore Group. Atkore Group continues to be the sole owner of the Company, which in turn continues to be the sole owner of Atkore International. Subsequent to December 22, 2010, Atkore has operated as an independent, stand-alone entity. The aforementioned transactions described in this paragraph are referred to herein as the “Transactions.”

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to ensure the information presented is not misleading. These condensed financial statements have been prepared in accordance with the Company’s accounting policies and on the same basis as those financial statements included in the Form 10-K for the fiscal year ended September 28, 2012, and should be read in conjunction with the consolidated financial statements and the notes thereto.

These statements include all adjustments (consisting of normal recurring accruals) that we considered necessary to present a fair statement of our results of operations, financial position and cash flows. The results reported in these condensed financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.

The Company has a 52- or 53- week fiscal year that ends on the last Friday in September. It is our practice to establish quarterly closing using a 4-5-4 calendar. Fiscal year 2013 is a 52-week fiscal year ending on September 27, 2013. Fiscal year 2012 was a 52-week fiscal year and ended on September 28, 2012.

The Company has reclassified certain prior period amounts to conform to the current period presentation. The reclassification includes presentation of asset impairment charges in a separate line in the condensed consolidated statements of operations.

In addition, the Company has corrected the presentation of the borrowings and repayments of its asset-based credit facility (the “Credit Facility”) and short-term borrowings in the accompanying Statement of Cash Flows for the nine months ended June 29, 2012. Related amounts had previously been presented on a net basis rather than a gross basis in accordance with ASC 230, Statement of Cash Flows (formerly Statement of Financial Accounting Standard (“SFAS”) 95, Statement of Cash Flows). The correction had no effect on net cash used in financing activities.

Description of Business — The Company is engaged in the design, manufacture and distribution of electrical conduit, cable products, steel tube and pipe products. Effective October 1, 2011, as a result of a strategic planning exercise, the Company reorganized its segments. After this reorganization, the Company continues to have two reportable segments: 1) Global Pipe, Tube & Conduit and 2) Global Cable & Cable Management. The Company has combined the product category formerly referred to as Sheets & Plates with Mechanical Tube. Additionally, Metal Framing Systems is now part of Global Cable & Cable Management and Electrical Conduit is now part of Global Pipe, Tube & Conduit. The product categories that pertain to each reportable segment are as follows:

9

Global Pipe, Tube & Conduit

• Pipe & Tube - consists of steel pipe for low pressure sprinkler applications and for low pressure conveyance of fluids and certain structural and fabrication applications and commercial quality tubing in a variety of shapes and sizes for industrial applications, such as agricultural buildings, conveyor belt tubing and highway signage (including in-line galvanized steel tubing products for many original equipment manufacturers ("OEMs") and structural applications), high strength fence framework that utilizes the in-line galvanization process to deliver consistent strength and quality, and barbed tape products for high security perimeter fences.

• Conduit - consists of tubular steel used for the protection and routing of electrical wire, including such products as electrical metallic tubing, intermediate metal conduit, rigid steel conduit, PVC conduit and aluminum rigid conduit, elbows and fittings.

Global Cable & Cable Management

• Cable - consists of armored cable and metal-clad cable, including fire alarm and super neutral; ColorSpec^™ ID System, self-grounding metal-clad cable, specialty cables and pre-fabricated wiring systems.

• Cable Management - consists of systems that hold and protect electrical raceways, such as cable tray, cable ladder and wire basket, as well as metal framing or steel support structures using strut, channel and related fittings and accessories for both electrical and mechanical applications.

Corporate and Other contains those items that are not included in the Company’s two segments (see Note 12).

Use of Estimates — The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the financial statements and report the associated amounts of revenues and expenses. Significant estimates and assumptions are used for, but not limited to, allowances for doubtful accounts, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, estimates of total costs for contracts under the percentage-of-completion method, loss contingencies, purchase price allocation, net realizable value of inventories, legal liabilities, income taxes and tax valuation allowances and pension and postretirement employee benefit liabilities. Actual results could differ materially from these estimates.

Restricted cash — Restricted cash was less than $1 million and $1 million at June 28, 2013 and September 28, 2012, respectively, and consisted of cash deposited with various financial institutions that was pledged as collateral for certain foreign locations of the Company to support guarantees provided by those financial institutions.

Recently Issued Accounting Pronouncements — In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01, Balance Sheet Topic 210: Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”). ASU 2013-01 clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet Topic 210: Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification ("ASC") or subject to a master netting arrangement or similar agreement.

An entity is required to apply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods (fiscal year 2014 for the Company). An entity should provide the required disclosures retrospectively for all comparative periods presented. The provision is expected to have no effect on the Company's financial statements.

In February 2013, the FASB issued ASU No. 2013-04, Liabilities Topic 405: Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the Emerging Issues Task Force) (“ASU 2013-04”). ASU 2013-04 provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations.

10

The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 (fiscal year 2015 for the Company). The amendments in this ASU should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the ASU's scope that exist at the beginning of an entity's fiscal year of adoption. An entity may elect to use hindsight for the comparative periods (if it changed its accounting as a result of adopting the amendments in this ASU) and should disclose that fact. Early adoption is permitted. The Company has elected not to early adopt this provision and continues to evaluate its impact going forward.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters Topic 830: Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. When a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided.

Additionally, the amendments in this ASU clarify that the sale of an investment in a foreign entity includes both: (1) events that result in the loss of a controlling financial interest in a foreign entity (i.e., irrespective of any retained investment); and (2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date (sometimes also referred to as a step acquisition). Accordingly, the cumulative translation adjustment should be released into net income upon the occurrence of those events.

The amendments in this ASU are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013 (fiscal year 2015 for the Company). The amendments should be applied prospectively to derecognition events occurring after the effective date. Early adoption is permitted. If an entity elects to early adopt the amendments, it should apply them as of the beginning of the entity's fiscal year of adoption. The Company has not early adopted this provision and continues to evaluate its impact going forward.

Recently Adopted Accounting Pronouncements — In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income Topic 220: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in this ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under GAAP.

The new amendments will require an organization to:

• Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the item reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period.

• Cross-reference to other disclosures currently required under GAAP for other reclassification items (that are not required under GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments are effective for reporting periods beginning after December 15, 2012 (second quarter of fiscal year 2013 for the Company). Early adoption was permitted. The new guidance impacts presentation only and the Company's adoption of this guidance in the second quarter of fiscal year 2013 did not have an impact on its financial position, results of operations, or cash flows.

11

In June 2011, the FASB issued ASU No. 2011-05, Topic 220, Presentation of Comprehensive Income (“ASU 2011-05”), which requires companies to include a statement of comprehensive income as part of their interim and annual financial statements. The guidance gives companies the option to present net income and comprehensive income either in one continuous statement or in two separate but consecutive statements. This approach represents a change from current GAAP, which allows companies to report other comprehensive income (“OCI”) and its components in the statement of shareholders’ equity. The guidance also allows companies to present OCI either net of tax with details in the notes or to present amounts gross (with tax effects shown parenthetically). The Company adopted this guidance in the first quarter of fiscal year 2013 for its quarterly reporting, presenting other comprehensive loss in a separate statement following the statements of operations.

2. Related Party Transactions

Trade Activity and Indemnification with Tyco—The following table presents related party transactions with Tyco and its affiliates ($ in millions):

	June 28, 2013		September 28, 2012
Accounts receivable	$	1	$	1
Receivables due from Tyco and its affiliates-current and noncurrent	16		22

	Three months ended June 28, 2013		Three months ended June 29, 2012		Nine months ended June 28, 2013		Nine months ended June 29, 2012
Purchases	$	1	$	1	$	1	$	5
Net sales	2		4		7		12
Cost of sales	2		3		6		10

Other Related Party Trade Activity—An affiliate of CD&R currently owns equity positions in two of the Company’s customers. The following table presents information regarding related party transactions with these customers ($ in millions):

	June 28, 2013		September 28, 2012
Accounts receivable	$	15	$	15

	Three months ended June 28, 2013		Three months ended June 29, 2012		Nine months ended June 28, 2013		Nine months ended June 29, 2012
Net sales	$	21	$	19	$	59	$	49
Cost of sales	17		14		47		39

Management Fees—The Company is obligated to pay a $6 million aggregate annual management fee to Tyco and CD&R, subsequent to the Transactions. These fees are paid quarterly, in advance, except that the fee for the first calendar quarter of 2011, which was paid in arrears. The Company paid $2 million and $0 million during the three months ended June 28, 2013 and June 29, 2012, respectively. The Company paid $5 million during each of the nine months ended June 28, 2013 and June 29, 2012. The management fees are included in selling, general and administrative expense. The management fees are payable to CD&R and Tyco based upon their pro-rata ownership percentage.

12

3. Inventories, Net

As of June 28, 2013 and September 28, 2012, inventories were comprised of ($ in millions):

	June 28, 2013		September 28, 2012
Purchased materials and manufactured parts	$	90	$	82
Work in process	25		23
Finished goods	134		132
Inventories, net	$	249	$	237

Inventories are recorded at the lower of cost (primarily first-in, first-out) or market value.

As of June 28, 2013 and September 28, 2012, the inventory reserve was $9 million.

4. Property, Plant and Equipment

As of June 28, 2013 and September 28, 2012, property, plant and equipment at cost and accumulated depreciation were ($ in millions):

	June 28, 2013			September 28, 2012
Land	$	16		$	18
Buildings and related improvements	109			120
Machinery and equipment	184			187
Leasehold improvements	3			3
Construction in progress	8			14
Property, plant and equipment	320			342
Accumulated depreciation	(79		)	(59		)
Property, plant and equipment, net	$	241		$	283

Depreciation expense for three and nine months ended June 28, 2013 totaled $8 million and $25 million, respectively. Depreciation expense for the three and nine months ended June 29, 2012 totaled $9 million and $27 million, respectively.

In the third quarter of fiscal year 2013, the Global Pipe, Tube & Conduit segment recognized $21 million of charges related to the impairment of property, plant and equipment and other long-lived assets associated with the Brazil asset group. The asset group was reviewed for recoverability by comparing the carrying values to estimated future cash flows and those carrying values were determined to not be recoverable. Therefore, the Company determined the impairment amount by comparing the fair value of the asset group which was determined by management. Management determined the fair value based upon what they believe a market participant may be willing to pay for the asset group. The Company may incur additional losses which are currently estimated at $1 million if a disposal of the asset group occurred. The Company determined that its valuation was classified within level 2 of the fair value hierarchy.

In the third quarter of fiscal year 2012, the Company recorded an asset impairment charge of $6 million related to an Enterprise Resource Planning system (the “ERP system”) due to changing of the Company’s business plan. The ERP system was included in construction in progress in previous periods. The Company had decided not to implement the ERP system at the time, and therefore, wrote off the value of the asset.

5. Goodwill and Intangible Assets

The Company’s intangible assets relate primarily to customer relationships, patents and indefinite-lived trade names/trademarks, specifically within the Company’s North American businesses.

Customer Relationships — The Company’s key customers are primarily wholesalers and national distributors. The Company provides products and services to these customers who ultimately target a variety of end markets. The relationships with customers are driven by high quality service and products that the Company sells. The overall terms of these relationships are based on purchase orders and are not contractually-based. The selection of the remaining useful lives for the customers is based on past customer retention experience. The customer relationships are amortized over their useful lives, ranging from 6 to 14 years.

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Trade Names/Trademarks — The Company’s products are marketed under many well-recognized trade names/trademarks, including the Company’s primary brands, Allied Tube & Conduit^®, AFC Cable Systems^® and Unistrut^®, as well as certain other brands, such as Power-Strut^®, Columbia MBF^®, Cope^®, Telespar^®, Kaf-Tech^®, Flo-Coat^®, Gatorshield^®, Kwik-Fit^®, ColorSpec^™, Acroba^®, Razor Ribbon^®,, FlexHead^®, and SprinkFLEX^® among others. Given the strength of the various brands, their long history and the Company’s intention to continue to use the brands for the foreseeable future, an indefinite life was assigned to these intangibles.

Other Intangible Assets — Other intangible assets with determinable lives consist primarily of patents and non-compete agreements. These other intangibles are amortized over their estimated useful lives, ranging from 5 to 10 years.

The fair value estimates related to the customer relationships were based on the multi-period excess earnings method, the fair value estimates related to trade names/trademarks and patents were based on the relief-from-royalty method and the fair value estimates related to the non-compete agreements were based on the lost profit method. The Company relied upon projections for each of its North American businesses as a basis for developing its valuations for the intangible assets. In accordance with ASC Topic 350-20, Intangibles—Goodwill and Other, intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives). The amortization method should reflect the pattern in which the asset’s economic benefits are consumed by the entity. If the pattern cannot be determined, the straight-line method is used. The Company has determined to use the straight-line method of amortization.

The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets ($ in millions):

		June 28, 2013							September 28, 2012
	Weighted Average Useful  Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable Intangible Assets:
Customer Relationships	13	$	188	$	(34	)	$	154	$	188	$	(24	)	$	164
Other	6	8		(2		)	6		8		(1		)	7
Total		196		(36		)	160		196		(25		)	171
Indefinite-lived Intangible Assets:
Trade names		95		—			95		95		—			95
Total		$	291	$	(36	)	$	255	$	291	$	(25	)	$	266

Amortization expense for the three months ended June 28, 2013 and June 29, 2012 each totaled $4 million. Amortization expense for the nine months ended June 28, 2013 and June 29, 2012 each totaled $11 million. The Company estimates that the aggregate amortization expenses will be $15 million in fiscal year 2013, $15 million in fiscal year 2014, $15 million in fiscal year 2015, $15 million in fiscal year 2016, $15 million in fiscal year 2017, $15 million in fiscal year 2018, and $81 million thereafter. Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, and other events.

The Company classified a manufacturing facility as held for sale with a book value of $9 million for the quarter ended June 29, 2012. As a result of that classification, the Company allocated a portion of customer relationships and trade names on a relative fair value basis of $3 million and $1 million, respectively. The Company determined the fair value of the manufacturing facility based on the negotiated selling price and recorded an asset impairment charge of $2 million associated with these assets. The Company determined that its valuation utilizing the negotiated sales price was classified within level 2 of the fair value hierarchy.

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As of June 28, 2013 and September 28, 2012, the amount of goodwill by reportable segment was as follows ($ in millions):

	September 28, 2012		Adjustments		June 28, 2013
Global Pipe, Tube & Conduit	$	87	$	—	$	87
Global Cable & Cable Management	45		—		45
Total	$	132	$	—	$	132

During the three months ended June 29, 2012, the Company recorded an asset impairment charge of $1 million related to goodwill associated with the manufacturing facility held for sale that was discussed above.

6. Accrued and Other Current Liabilities

As of June 28, 2013 and September 28, 2012, accrued and other current liabilities were comprised of ($ in millions):

	June 28, 2013		September 28, 2012
Accrued payroll and payroll related	$	16	$	20
Accrued interest	20		10
Accrued transportation costs	10		11
Accrued audit and legal	3		8
Other	27		30
Accrued and other current liabilities	$	76	$	79

7. Debt

Debt as of June 28, 2013 and September 28, 2012, was as follows ($ in millions):

	June 28, 2013			September 28, 2012
Senior secured notes due January 1, 2018	$	410		$	410
Asset-based Credit Facility	—			—
Other	4			7
Total debt	414			417
Current portion	(4		)	(7		)
Long-term debt	$	410		$	410

On December 22, 2010, Atkore International issued senior secured notes (the “Notes”) in the principal amount of $410 million, due on January 1, 2018, with a coupon of 9.875%. The obligations under the Notes are senior to unsecured indebtedness of the Company. Interest on the Notes is payable on a semi-annual basis, commencing on July 1, 2011. Atkore International’s obligations under the Notes are fully and unconditionally guaranteed on a stand-alone senior secured basis by the Company (the direct parent of Atkore International) and are fully and unconditionally guaranteed on a joint and several senior secured basis by each of Atkore International’s domestic subsidiaries that are a borrower or guarantor under the Credit Facility. The Notes are redeemable at the Company’s option in whole or in part on or after January 1, 2014, with not less than 30 or more than 60 days notice, for an amount to be determined pursuant to provisions set forth in the indenture governing the Notes. In addition, during any 12-month period prior to January 1, 2014, the Company may redeem up to $41 million of the Notes at a redemption price of 103%, plus accrued interest. In the event that Atkore International raises additional equity prior to January 1, 2014, then subject to the restrictions in the Notes, Atkore International may redeem up to 35% of the Notes at 109.875% of par, plus accrued and unpaid interest up to the redemption date. The Company may also redeem the Notes prior to January 1, 2014, in whole or in part at par plus an applicable premium, as defined in the indenture, and applicable and accrued interest. The Notes contain covenants typical to this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions, mergers and consolidations. The Notes also contain customary events of default typical to this type of financing,

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including without limitation, failure to pay principal and/or interest when due, failure to observe covenants, certain events of bankruptcy, the rendering of certain judgments, or the loss of any guarantee.

On December 22, 2010, Atkore International also obtained a Credit Facility of up to $250 million, subject to borrowing base availability. The borrowing base is equal to the sum of 85% of eligible accounts receivable plus 80% of eligible inventory of each borrower and guarantor, subject to certain limitations. As of both June 28, 2013 and September 28, 2012, $0 million was drawn. The Credit Facility is guaranteed by the Company and the U.S. operating companies owned by Atkore International. The Company’s availability under the Credit Facility was $235 million and $233 million as of June 28, 2013 and September 28, 2012, respectively. The interest rate on the Credit Facility is LIBOR plus an applicable margin ranging from 2.25% to 2.75%, or an alternate base rate for U.S. Dollar denominated borrowings plus an applicable margin ranging from 1.25% to 1.75%. The Credit Facility matures on December 22, 2015. The Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. Affirmative covenants include, but are not limited to, the timely delivery of quarterly and annual financial statements, certifications to be made by the Company, payment of obligations, maintenance of corporate existence and insurance, notices, compliance with environmental laws, and the grant of liens on after acquired property. The negative covenants include, but are not limited to, the following: limitations on indebtedness, dividends and distributions, investments, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and changes in charter documents. Additionally, if the availability under the Credit Facility falls below certain levels, the Company would subsequently be required to maintain a minimum fixed charge coverage ratio.

The Company may from time to time repurchase or otherwise retire or extend the Company’s debt and/or take other steps to reduce the Company’s debt or otherwise improve the Company’s financial position. These actions may include open market debt repurchases, negotiated repurchases, and other retirements of outstanding debt and/or opportunistic refinancing of debt. The amount of debt that may be repurchased or otherwise retired or refinanced, if any, will depend on market conditions, trading levels of the Company’s debt, the Company’s cash position, compliance with debt covenants and other considerations. Affiliates of the Company may also purchase the Company’s debt from time to time, through open market purchases or other transactions. In such cases, the Company’s debt would not be retired, in which case the Company would continue to pay interest in accordance with the terms of the debt, and the Company would continue to reflect the debt as outstanding in its condensed consolidated statements of financial position.

As of June 28, 2013, management believes that Atkore International was in compliance with all covenants of the Credit Facility and the Notes. Atkore International was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the Credit Facility.

As of June 28, 2013, the fair value of the floating rate borrowings under the Credit Facility approximated its carrying amount based on the short-term nature of such debt. The fair value of the Company’s Notes was $435 million as of June 28, 2013. In determining the fair value of its long-term debt, the Company used the trading value amongst financial institutions for the Notes, which were classified within level 1 of the fair value hierarchy.

8. Income Taxes

For the three months ended June 28, 2013 and June 29, 2012, the Company’s effective income tax rate attributable to (loss) income from continuing operations before income taxes was (6)% and 97%, respectively.

The effective tax rate for the three months ended June 28, 2013 varied from the U.S. statutory tax rate as a result of losses incurred for the quarter without an associated tax benefit in certain foreign jurisdictions that have a full valuation allowance against deferred tax assets and a foreign jurisdiction in which the deferred tax assets are not expected to be realized.

The effective tax rate for the three months ended June 29, 2012 varied from the U.S. statutory tax rate as a result of deferred tax benefit recognized on additional federal net operating losses allocated to the Company due to exam settlement activity related to the period prior to the Transactions.

For the nine months ended June 28, 2013 and June 29, 2012, the Company's effective income tax rate attributable to loss from continuing operations before income taxes was (5)% and 80%, respectively.

The effective rates for the nine months ended June 28, 2013 varied from the U.S. statutory tax rate primarily as a result of losses incurred without an associated tax benefit in certain foreign jurisdictions that have a full valuation allowance against deferred tax assets and foreign jurisdictions in which the deferred tax assets are not expected to be realized.

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The effective rates for the nine months ended June 29, 2012 varied from the U.S. statutory tax rate primarily as a result of deferred tax benefit recognized on additional federal net operating losses allocated to the Company due to exam settlement activity related to the period prior to the Transactions.

Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities in the U.S. federal, state and local or foreign jurisdictions. Open tax years in significant jurisdictions are as follows:

Jurisdiction	Years Open To Audit
Australia	2005 – 2012
Brazil	2005 – 2012
Canada	2001 – 2012
France	2010 – 2012
United Kingdom	2010 – 2011
U.S.	2005 – 2012

The Company’s income tax returns are examined periodically by various taxing authorities. The Company’s federal tax returns for periods 2005 through 2009 and 2011 are currently under examination by the IRS, and the Company is currently under examination in various state jurisdictions. Based on the current status of its income tax audits, the Company believes that it is reasonably possible for the amount of unrecognized tax benefits to decrease by $4 million in the next twelve months for a variety of unrecognized tax benefits as a result of the completion of tax audits and the expiration of the statute of limitations. Should any unrecognized tax benefits be resolved, the Company will seek reimbursement from Tyco under the terms of the investment agreement between CD&R, Tyco and Atkore Group (the “Investment Agreement”) relative to the periods prior to the Transactions.

At each balance sheet date, management evaluates whether it is more likely than not that the Company’s deferred tax assets will be realized and if sufficient future taxable income will be available by assessing current period and projected operating results and other pertinent data. As of June 28, 2013, the Company had recorded net deferred tax liabilities of $60 million, which includes valuation allowances of $17 million. Depending on prevailing economic conditions, future taxable income of entities with deferred tax assets may be negatively impacted, which may require additional valuation allowances related to the Company’s deferred tax assets to be recorded in future reporting periods.

Other Income Tax Matters

For the fiscal year ended September 28, 2012, the Company recorded a deferred tax liability of $2 million for U.S. and non-U.S. income taxes on the undistributed earnings of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to investments in subsidiaries that the Company does not consider to be indefinitely reinvested. There has been no significant changes year-to-date that would require changes to the balance previously recorded.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across its global operations. The Company records tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. The Company adjusts these reserves in light of changing facts and circumstances. However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. For uncertain tax liabilities arising in the periods prior to the Transactions that are resolved in a future period, the Company plans to seek repayment from Tyco under the terms of the Investment Agreement. Accordingly, the Company has reflected those liabilities with an offsetting receivable due from Tyco of $15 million on the consolidated balance sheet. If the Company’s estimate of uncertain tax liabilities arising in the periods following the Transactions proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary.

Under the terms of the Investment Agreement, Tyco has agreed to indemnify and hold harmless the Company and its subsidiaries and their respective affiliates from and against any taxes of the Company with respect to any tax period ending on or before the closing of the Transactions, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the Transactions. In addition, the Company has agreed to indemnify and hold harmless Tyco and its affiliates from and against any liability for any taxes of the Company with respect to any post-Transactions tax period.

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9. Postretirement Benefits

The Company sponsors a number of defined benefit pension plans. The Company measures its pension plans as of its fiscal year-end.

The Company has a number of noncontributory and contributory defined benefit retirement plans covering certain U.S. and non-U.S. employees, designed in accordance with conditions and practices in the countries concerned. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. Contribution amounts are determined based on local regulations and with the assistance of professionally qualified actuaries in the countries concerned. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation. The defined benefit pension plans are presented on a combined basis as the non-U.S. plans are not material to the total of all plans to warrant separate disclosure.

The net periodic benefit cost for the three and nine months endedJune 28, 2013 and June 29, 2012 was as follows ($ in millions):

	Three months ended June 28, 2013			Three months ended June 29, 2012			Nine months ended June 28, 2013			Nine months ended June 29, 2012
Service cost	$	—		$	1		$	2		$	2
Interest cost	1			1			3			3
Expected return on plan assets	(1		)	(1		)	(4		)	(3		)
Amortization of actuarial loss	—			—			1			—
Net periodic benefit cost	$	—		$	1		$	2		$	2

The amortization of actuarial loss reclassified from accumulated other comprehensive loss during the three and nine months ended June 28, 2013 was less than $1 million and $1 million, respectively. The amortization of actuarial loss reclassified from accumulated other comprehensive loss during both the three and nine months ended June 29, 2012 was less than $1 million. The amortization of actuarial loss is included in cost of sales.

The Company contributed $2 million to its pension plans during each of the three months ended June 28, 2013 and June 29, 2012. The Company contributed $4 million to its pension plans during each of the nine months ended June 28, 2013 and June 29, 2012.

On July 14, 2013, the Company decided to withdraw from a multi-employer pension plan which could result in a reasonably possible loss of $8 million.

10. Stock Incentive Plan

On May 16, 2011, the Board of Directors of Atkore Group adopted the Atkore International Group Inc. Stock Incentive Plan (the “Stock Incentive Plan”). A maximum of 6 million shares of common stock of Atkore Group (“Shares”) is reserved for issuance under the Stock Incentive Plan. The Stock Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, restricted stock, and restricted stock units, to officers and key employees.

Stock options vest ratably over five years. The cost of stock options, based on the fair market value of the Shares on the date of grant, is being charged to selling, general and administrative expenses over the respective vesting periods. All options and rights must be exercised within ten years from the date of grant.

There were 4,454,914 and 1,696,808 stock options to purchase Shares issued under the Stock Incentive Plan as of June 28, 2013 and September 28, 2012, respectively. The total compensation expense related to all share-based compensation plans was $1 million and $2 million for the three and nine months ended June 28, 2013, respectively. The total compensation expense related to all share-based compensation plans was less than $1 million for each of the three and nine months ended June 29, 2012. The compensation expense was included in selling, general and administrative expenses.

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The fair value of each of Atkore Group’s options granted during the nine months ended June 28, 2013 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	Nine months ended June 28, 2013
Expected dividend yield	0	%
Expected volatility	60	%
Risk free interest rate	0.70	%
Weighted-average expected option life	5.42

The weighted-average grant-date fair value of options granted during the nine months ended June 28, 2013 and June 29, 2012 was $2.68 and $2.98, respectively. No options were exercised during the nine months ended June 28, 2013 and June 29, 2012.

The expected life of options represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and expected exercise patterns. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. Expected volatility is based on historical volatilities of comparable companies. Dividends are not paid on common stock.

Stock option activity for the period September 28, 2012 to June 28, 2013 was as follows:

	Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value ($ in millions)
Outstanding as of September 28, 2012	1,696,808		$	10	9.00	$	—
Granted	2,871,486		10		9.51	—
Exercised	—		—		0.00	—
Expired	—		—		0.00	—
Forfeited	(113,380	)	10		0.00	—
Outstanding as of June 28, 2013	4,454,914		$	10	9.04	$	—
Vested and unvested expected to vest as of June 28, 2013	4,009,423		10		9.04	—
Vested as of June 28, 2013	495,483		$	10	8.12	$	—

On December 7, 2012, the Board of Directors of Atkore Group approved an annual grant of stock options under the Stock Incentive Plan. This grant resulted in 2,272,333 stock options that will vest ratably over five years.

As of June 28, 2013, there was $9 million of total unrecognized compensation cost related to non-vested options granted. The cost is expected to be recognized over a weighted-average period of four years.

As part of the Stock Incentive Plan, certain key employees committed to purchase a number of Shares over a period of years subsequent to fiscal year 2011. As of June 28, 2013, there were 50,300 Shares committed to be purchased. The purchases of these Shares will result in the issuance of an additional 135,400 stock options. A total of 14,268 Shares and 22,746 Shares were purchased, respectively, for gross proceeds of less than $1 million during each of the nine months ended June 28, 2013 and June 29, 2012. The purchases of Shares resulted in the issuance of an additional 38,748 and 65,384 stock options for the nine months ended June 28, 2013 and June 29, 2012, respectively. The total Shares to be purchased as of June 28, 2013 were 20,845 with an additional 54,936 stock options remaining.

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11. Restructuring Charges

Brazil Program

During fiscal year 2013, the Company launched a restructuring program to close a business facility in Brazil to better align the strategic fit of businesses in its portfolio and invest resources on more beneficial opportunities (the "Brazil Program"). The Company maintained a restructuring reserve for employee severance and benefits as well as facility exit costs and contract termination fees. The total restructuring payment was completed as of June 28, 2013.

2012 Program

During fiscal year 2012, the Company identified and pursued opportunities for cost savings through workforce reductions to drive business improvement and help manage costs effectively (the “2012 Program”). The Company maintained a restructuring reserve related to the 2012 Program for employee severance and benefits. The total restructuring payment was completed as of June 28, 2013.

Europe, Middle East, Australia Restructuring

During fiscal year 2011, the Company identified and pursued an opportunity for cost savings through restructuring activities and workforce reductions through migration of certain product lines to the United Kingdom facility, improving operating efficiencies across these product lines previously operated at the France manufacturing facility (the “EMEA Restructuring”). The total restructuring payment was substantially completed as of the end of fiscal year 2012.

2009 Program

During fiscal years 2009 and 2010, the Company identified and pursued opportunities for cost savings through restructuring activities and workforce reductions to improve operating efficiencies across all of the Company’s segments (the “2009 Program”). The Company maintained a restructuring reserve related to the 2009 Program for employee severance and benefits as well as facility exit costs for long-term non-cancelable lease obligations. The total restructuring payment was completed as of June 28, 2013.

2007 Program

During fiscal years 2007 and 2008, the Company launched a restructuring program to streamline some of its businesses and reduce its operational footprint (the “2007 Program”). The Company maintained a restructuring reserve related to the 2007 Program for employee severance and benefits as well as facility exit costs for long-term non-cancelable lease obligations. During the first quarter of fiscal year 2013, the Company increased the restructuring reserve by $2 million for the long-term lease obligation through 2019. During the second quarter of fiscal year 2013, the Company renegotiated this long-term lease obligation and reduced the restructuring reserve by $2 million. The total restructuring payment was completed as of June 28, 2013.

Restructuring reserves

The roll-forward of the reserves is as follows ($ in millions):

	Brazil Program			2012 Program			EMEA Restructuring		2009 Program		2007 Program			Total
Balance as of September 28, 2012	$	—		$	1		$	—	$	—	$	2		$	3
Charges	1			—			—		—		2			3
Utilization	(1		)	(1		)	—		—		(2		)	(4		)
Reversals	—			—			—		—		(2		)	(2		)
Balance as of June 28, 2013	$	—		$	—		$	—	$	—	$	—		$	—

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	EMEA Restructuring			2009 Program		2007 Program			Total
Balance as of September 30, 2011	$	2		$	1	$	5		$	8
Charges	—			—		—			—
Utilization	(2		)	—		(1		)	(3		)
Reversals	—			—		(2		)	(2		)
Balance as of June 29, 2012	$	—		$	1	$	2		$	3

The net restructuring charges (reversals) for the restructuring activities described above were $1 million and $(2) million for the nine months ended June 28, 2013 and June 29, 2012, respectively. The net restructuring charges were $0 million and $(2) million for the three months ended June 28, 2013 and June 29, 2012. The net restructuring charges are included in selling, general and administrative expense.

The net restructuring charges (reversals) by segment for the three and nine months ended June 28, 2013 and June 29, 2012 were as follows ($ in millions):

	Three months ended June 28, 2013		Three months ended June 29, 2012			Nine months ended June 28, 2013		Nine months ended June 29, 2012
Global Pipe, Tube & Conduit	$	—	$	—		$	1	$	—
Global Cable & Cable Management	—		—			—		—
Corporate	—		(2		)	—		(2		)
Total restructuring charges	$	—	$	(2	)	$	1	$	(2	)

Restructuring reserves related to the Brazil Program, 2012 Program, EMEA Restructuring, 2009 Program and 2007 Program were included in the Company’s consolidated balance sheet as follows ($ in millions):

	June 28, 2013		September 28, 2012
Accrued and other current liabilities	$	—	$	3

12. Segment and Geographic Data

Effective October 1, 2011, as a result of a strategic planning exercise, the Company reorganized its segments. After this reorganization, the Company continues to have two reportable segments: 1) Global Pipe, Tube & Conduit and 2) Global Cable & Cable Management. The Company has combined the product category formerly referred to as Sheets & Plates with Mechanical Tube. Additionally, Metal Framing Systems is now part of Global Cable & Cable Management and Electrical Conduit is now part of Global Pipe, Tube & Conduit. The product categories that pertain to each reportable segment are as follows:

Global Pipe, Tube & Conduit

• Pipe & Tube - consists of steel pipe for low pressure fire sprinkler applications and for low pressure conveyance of fluids and certain structural and fabrication applications and commercial quality tubing in a variety of shapes and sizes for industrial applications, such as agricultural buildings, conveyor belt tubing and highway signage (including in-line galvanized steel tubing products for many OEMs and structural applications), high strength fence framework that utilizes the in-line galvanization process to deliver consistent strength and quality, and barbed tape products for high security perimeter fences.

• Conduit - consists of tubular raceways used for the protection and routing of electrical wire, including such products as electrical metallic tubing, intermediate metal conduit, rigid steel conduit, PVC conduit and aluminum rigid conduit, elbows and fittings.

Global Cable & Cable Management

• Cable - consists of armored cable and metal-clad cable, including fire alarm and super neutral; ColorSpec^™ ID System, self-grounding metal-clad cable, specialty cables and pre-fabricated wiring systems.

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• Cable Management - consists of systems that hold and protect electrical raceways, such as cable tray, cable ladder and wire basket, as well as metal framing or steel support structures using strut, channel and related fittings and accessories for both electrical and mechanical applications.

Corporate and Other includes corporate administrative expenses.

Selected information by reportable segment is presented in the following tables ($ in millions):

	Three months ended June 28, 2013			Three months ended June 29, 2012			Nine months ended June 28, 2013			Nine months ended June 29, 2012
Net sales(1):
Global Pipe, Tube & Conduit	$	266		$	276		$	775		$	791
Global Cable & Cable Management	151			163			453			463
Elimination of intersegment revenues	(11		)	(11		)	(31		)	(28		)
	$	406		$	428		$	1,197		$	1,226
Operating (loss) income:
Global Pipe, Tube & Conduit	$	(17	)	$	6		$	(4	)	$	23
Global Cable & Cable Management	9			17			30			47
Corporate and Other	(9		)	(16		)	(25		)	(40		)
	$	(17	)	$	7		$	1		$	30
Depreciation and amortization:
Global Pipe, Tube & Conduit	$	8		$	9		$	23		$	25
Global Cable & Cable Management	4			4			12			12
Corporate and Other	—			—			1			1
	$	12		$	13		$	36		$	38
Capital expenditures:
Global Pipe, Tube & Conduit	$	3		$	2		$	6		$	12
Global Cable & Cable Management	1			1			4			5
Corporate and Other	—			1			—			1
	$	4		$	4		$	10		$	18

 _________________

(1) Amounts represent sales to external customers and related parties (see Note 2). No single customer represented 10% or more of the Company’s total net sales in any period presented.

The reconciliation of operating income to (loss) income before taxes is as follows ($ in millions):

	Three months ended June 28, 2013			Three months ended June 29, 2012			Nine months ended June 28, 2013			Nine months ended June 29, 2012
Operating (loss) income	$	(17	)	$	7		$	1		$	30
Interest expense, net	12			13			36			37
Loss before taxes	$	(29	)	$	(6	)	$	(35	)	$	(7	)

The interest expense is not allocated to our two reportable segments. Total interest expense was $12 million and $13 million for the three months ended June 28, 2013 and June 29, 2012, respectively. Total interest expense was $36 million and $37 million for the nine months ended June 28, 2013 and June 29, 2012, respectively.

22

Selected information by reportable segment is presented in the following table ($ in millions):

	June 28, 2013		September 28, 2012
Total assets:
Global Pipe, Tube & Conduit	$	750	$	799
Global Cable & Cable Management	400		434
Corporate and Other	98		96
	$	1,248	$	1,329

Selected information by geographic area is as follows ($ in millions):

	Three months ended June 28, 2013		Three months ended June 29, 2012		Nine months ended June 28, 2013		Nine months ended June 29, 2012
Net sales:
U.S.	$	335	$	354	$	991	$	1,017
Other Americas	47		48		134		137
Europe	10		11		29		34
Asia-Pacific	14		15		43		38
	$	406	$	428	$	1,197	$	1,226

	June 28, 2013		September 28, 2012
Long lived assets:
U.S.	$	228	$	249
Other Americas	1		29
Europe	7		8
Asia-Pacific	7		6
	$	243	$	292

As of June 28, 2013, the long-lived assets included $241 million of property, plant and equipment and net, $2 million of Supplemental Executive Retirement Plan (“SERP”) pension assets. As of September 28, 2012, the long-lived assets included $283 million of property, plant and equipment, net, $2 million SERP pension assets, and $7 million of other long-lived assets.

23

Selected information by product category is presented in the following tables ($ in millions):

	Three months ended June 28, 2013			Three months ended June 29, 2012			Nine months ended June 28, 2013			Nine months ended June 29, 2012
Net sales:
Global Pipe, Tube & Conduit
Pipe & Tube	$	172		$	169		$	489		$	479
Conduit	94			107			286			312
Total Global Pipe, Tube & Conduit	266			276			775			791
Global Cable & Cable Management
Cable	92			97			284			282
Cable Management Systems	59			66			169			181
Total Global Cable & Cable Management	151			163			453			463
Elimination of intersegment revenues	(11		)	(11		)	(31		)	(28		)
	$	406		$	428		$	1,197		$	1,226

13. Commitments and Contingencies

The Company has obligations related to commitments to purchase certain goods and services. As of June 28, 2013, such obligations were $145 million for fiscal year 2013, $2 million for fiscal year 2014, $0 million for fiscal year 2015, and $0 thereafter.

Legal Contingencies— The Company is a defendant in a number of pending legal proceedings incidental to present and former operations, including several lawsuits alleging that the anti-microbial coated sprinkler pipe causes stress cracking in polyvinyl chloride pipe when installed with certain kinds of such pipe manufactured by unrelated parties. After consultation with internal counsel and external counsel representing the Company in these matters, the Company has reserved its best estimate of the probable loss related to the matter. The Company had an accrual of $9 million as of June 28, 2013 and September 28, 2012. At June 28, 2013 and September 28, 2012, $3 million was included in accrued and other current liabilities in the consolidated balance sheets for these matters. At June 28, 2013 and September 28, 2012, $6 million was included in other long-term liabilities in the consolidated balance sheets for these matters. The Company does not expect the outcome of these proceedings, either individually or in the aggregate, to have a material effect on its financial statements. The range of reasonably possible losses related to these matters is from $3 million to $12 million.

In February 2013, the Company became aware of a $10 million tax assessment by the State of Sao Paulo, Brazil related to Company purchases of raw material from a trading company located in Espiritu Santo in 2007 and 2008. The trading company paid taxes on the raw materials to the State of Espiritu Santo, but Sao Paulo tax authorities alleged that the materials were purchased for use at the Company's Sao Paulo manufacturing facility and were subject to its tax jurisdiction. Sao Paulo authorities contend that manufacturers in their State used trading agents in Espiritu Santo to take advantage of that State's favorable tax rates and to circumvent tax payments in Sao Paulo. In 2009, the governments of Sao Paulo and Espiritu Santo reached agreement regarding the appropriate tax jurisdiction for purchases made by Sao Paulo manufacturers from trading companies in Espiritu Santo. Under the terms of that agreement, taxes on materials purchased by the Company from an Espiritu Santo trading agent pursuant to a valid purchase order would be paid to the State of Espiritu Santo. However, the terms of the agreement do not apply to transactions that occurred prior to 2009. As a result, Sao Paulo continues to assert that it is entitled to tax payments on trading agent transactions involving Sao Paulo manufacturers prior to 2009. The Company strongly maintains it acted in compliance with all applicable laws and has commenced legal action to annul the tax assessment.The Company does not believe that the liability is probable or reasonably estimable and accordingly has not recorded a loss contingency related to this matter. In addition, as described in Note 8, under the terms of the Investment Agreement, Tyco has agreed to indemnify and hold harmless the Company and its subsidiaries from and against any taxes of the Company with respect to any tax period ending on or before the closing of the Transactions, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the Transactions.

From time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the conduct of the Company’s business. These matters generally relate to disputes arising out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters and similar matters. On the basis of information currently available to the Company, it does not believe

24

that existing proceedings and claims will have a material impact on its financial statements. The range of reasonably possible losses related to these matters is less than $1 million, in the aggregate. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its financial statements.

14. Guarantees

The Company has outstanding letters of credit for $6 million supporting workers’ compensation and general liability insurance policies, and $7 million supporting foreign lines of credit. The Company also has an outstanding letter of credit in the amount of $2 million as collateral for a milestone payment pursuant to the sale of its minority ownership share in Abahsain-Cope Saudi Arabia Ltd., a joint venture in the Middle East. Outstanding letters of credit reduce the availability under the Credit Facility by $15 million. The Company also has $7 million in surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes. Tyco has guaranteed the performance to third parties for leased properties in the amount of $5 million on behalf of the Company and intends to obtain releases from these guarantees related to the Company. The Company has exercised the earlier termination option on a lease of a facility supported by $8 million of performance guarantees and the termination was completed in the third quarter of fiscal year 2013.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material effect on the Company’s financial statements.

In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not significantly affect the Company’s financial statements.

15. Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and debt. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximated book value as of June 28, 2013. See Note 7 for the fair value of the Company’s debt.

25

16. Discontinued Operations and Dispositions

In February 2012, the Company determined that the Morrisville business was no longer strategic to the Company. This business was under Allied Tube & Conduit Corporation (“Allied Tube”), a wholly-owned indirect subsidiary of the Company. On March 6, 2012, Allied Tube entered into an asset purchase agreement with JMC Steel Group, Inc. (“JMC Steel”) pursuant to which JMC Steel would purchase the real estate, building and improvements, and equipment of the Morrisville operations for approximately $40 million. Morrisville’s operations and cash flows have been removed from continuing operations for all of the periods presented. The results of Morrisville operations previously were included within the Global Pipe, Tube & Conduit segment. On April 23, 2012, the Company completed the sale. The total loss, net of tax, from the sale was $4 million.

The following tables present the operating results of the Company’s discontinued operations for the three and nine months ended June 28, 2013 and June 29, 2012 ($ in millions):

	Three months ended June 28, 2013		Three months ended June 29, 2012			Nine months ended June 28, 2013		Nine months ended June 29, 2012
Net sales	$	—	$	2		$	—	$	24
Cost and expenses	$	—	2			—		27
Loss before income tax	—		—			—		(3		)
Income tax benefit	—		—			—		1
Loss from discontinued operations	$	—	$	—		$	—	$	(2	)
Loss from disposal of discontinued business assets, net of tax	—		(3		)	—		(4		)
Loss from discontinued operations and disposal net of income tax expense of $0, $2, $0, $0, respectively	$	—	$	(3	)	$	—	$	(6	)

The Company has classified several buildings and an investment in an unconsolidated joint venture as held for sale on the accompanying consolidated balance sheet as of June 28, 2013 and September 28, 2012. The components of assets held for sale at June 28, 2013 and September 28, 2012 consisted of the following ($ in millions):

	June 28, 2013		September 28, 2012
Property, plant and equipment, net	$	8	$	8
Other assets	3		3
Assets held for sale	$	11	$	11

In January 2012, the Company entered into a share purchase agreement pursuant to which the Company would sell its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of approximately $10 million, which was paid into an escrow account in May 2012. The escrow remains in the name of the buyer, and the Company retains the benefit of the investment until all deliverables are met. The carrying value of the equity method investment is $3 million and is classified as held for sale. The consideration is to be distributed incrementally from the escrow as certain milestones are reached. The Company will recognize the gain on the sale upon completion of all of the milestones. On April 30, 2013, the Company received the first tranche of payments of $2 million.

In addition, the Company has decided to sell several buildings. The Company has vacated the premises of the buildings and is actively searching for a buyer on the open market. During the three months ended June 28, 2013, the Company reclassified an additional building to assets held for sale with a book value of $7 million and recorded an impairment charge of $3 million based on the negotiated selling price. During the nine months ended June 28, 2013, the Company determined the fair value of three buildings based on the negotiated selling price and recorded impairment charges of $5 million. The Company determined the valuation of the buildings, which was classified within level 2 of the fair value hierarchy, utilizing the negotiated sales price. During the three months ended June 28, 2013, the Company sold a building previously classified as assets held for sale for $2 million. The carrying value of the buildings was $8 million at both June 28, 2013 and September 28, 2012.

26

In February 2013, the Company decided to close the pre-galvanized electrical conduit business located in Embu das Artes, Sao Paulo, Brazil. The impact of the closing of the plant to our financial results is not material.

27

17. Guarantor Financial Information

Under the indenture governing the Notes, certain 100% owned U.S. subsidiaries of Atkore International provided a full and unconditional guarantee on a joint and several basis of the Notes. Under the same indenture, the Company also provided a full and unconditional guarantee of the Notes. Atkore International is a 100% owned subsidiary of the Company.

The Company refers to the Notes priority collateral and the Credit Facility priority collateral together as the “Collateral”. The Collateral does not include any capital stock of a subsidiary of the Company, including Atkore International, to the extent that the pledge of such capital stock results in a requirement to file separate financial statements of such subsidiary under Rule 3-16 of Regulation S-X under the Securities Act. Any such capital stock covered by a pledge that triggers such a requirement to file financial statements of such subsidiary would be automatically released from being included in the Collateral but only to the extent necessary to not be subject to such requirement. Accordingly, a significant portion of the capital stock of Atkore International, Atkore International (NV) Inc., Allied Tube & Conduit Corporation, as well as a portion of the capital stock of WPFY, Inc. and Atkore Foreign Holdings Inc., is currently not included in the pledge as Collateral as a result of the filing of the Registration Statement on Form S-4 filed with the SEC, as declared effective on October 19, 2011.

The following tables present financial information for (a) the Company, the parent guarantor, (b) Atkore International, the borrower, (c) Atkore International’s domestically domiciled subsidiaries (“Guarantor Subsidiaries”), (d) Atkore International’s foreign subsidiaries (“Non-Guarantor Subsidiaries”), (e) elimination entries necessary to combine a parent guarantor with the Guarantor Subsidiaries and Non-Guarantor Subsidiaries, and (f) the Company on a consolidated basis for the three and nine months ended June 28, 2013 and June 29, 2012. The following financial information presents the results of operations, comprehensive income, financial position and cash flows and the eliminations necessary to arrive at the information for the Company using the equity method of accounting for subsidiaries.

28

Condensed Consolidated Statement of Operations

For the Three months ended June 28, 2013

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Atkore Consolidated
Net sales	$	—		$	—		$	346		$	71		$	(11	)	$	406
Cost of sales	—			—			303			64			(11		)	356
Asset impairment charges	—			—			3			21			—			24
Selling, general and administrative	—			3			34			6			—			43
Operating (loss) income	—			(3		)	6			(20		)	—			(17		)
Interest expense, net	—			2			10			—			—			12
Loss before income taxes	—			(5		)	(4		)	(20		)	—			(29		)
Income tax (benefit) expense	—			(1		)	(2		)	4			—			1
Loss from continuing operations	—			(4		)	(2		)	(24		)	—			(30		)
Loss from discontinued operations and disposal, net of tax expense	—			—			—			—			—			—
(Loss) income from subsidiaries	(30		)	(26		)	—			—			56			—
Net (loss) income	$	(30	)	$	(30	)	$	(2	)	$	(24	)	$	56		$	(30	)

Condensed Consolidated Statement of Operations

For the Three months ended June 29, 2012

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminating Entries			Atkore Consolidated
Net sales	$	—		$	—		$	366		$	73	$	(11	)	$	428
Cost of sales	—			—			311			$	66	(11		)	366
Asset impairment charges	—			—			9			$	—	—			9
Selling, general and administrative	—			2			37			$	7	—			46
Operating (loss) income	—			(2		)	9			—		—			7
Interest expense, net	—			3			10			—		—			13
Loss before income taxes	—			(5		)	(1		)	—		—			(6		)
Income tax benefit	—			(5		)	(1		)	—		—			(6		)
Income from continuing operations	—			—			—			—		—			—
Loss from discontinued operations and disposal, net of tax expense	—			—			(3		)	—		—			(3		)
(Loss) income from subsidiaries	(3		)	(3		)	—			—		6			—
Net (loss) income	$	(3	)	$	(3	)	$	(3	)	$	—	$	6		$	(3	)

29

Condensed Consolidated Statement of Operations

For the Nine months ended June 28, 2013

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Atkore Consolidated
Net sales	$	—		$	—		$	1,022	$	206		$	(31	)	$	1,197
Cost of sales	—			—			885		183			(31		)	1,037
Asset impairment charges	—			—			5		21			—			26
Selling, general and administrative	—			7			101		25			—			133
Operating (loss) income	—			(7		)	31		(23		)	—			1
Interest expense, net	—			7			29		—			—			36
(Loss) income before income taxes	—			(14		)	2		(23		)	—			(35		)
Income tax (benefit) expense	—			(4		)	1		4			—			1
Loss from continuing operations	—			(10		)	1		(27		)	—			(36		)
Loss from discontinued operations and disposal, net of tax expense	—			—			—		—			—			—
(Loss) income from subsidiaries	(36		)	(26		)	—		—			62			—
Net (loss) income	$	(36	)	$	(36	)	$	1	$	(27	)	$	62		$	(36	)

Condensed Consolidated Statement of Operations

For the Nine months ended June 29, 2012

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Atkore Consolidated
Net sales	$	—		$	—		$	1,047		$	207		$	(28	)	$	1,226
Cost of sales	—			—			889			$	185		(28		)	1,046
Asset impairment charges	—			—			9			$	—		—			9
Selling, general and administrative	—			6			113			$	22		—			141
Operating (loss) income	—			(6		)	36			—			—			30
Interest expense (income), net	—			8			30			(1		)	—			37
(Loss) income before income taxes	—			(14		)	6			1			—			(7		)
Income tax (benefit) expense	—			(4		)	(3		)	1			—			(6		)
(Loss) income from continuing operations	—			(10		)	9			—			—			(1		)
Loss from discontinued operations and disposal, net of tax expense	—			—			(6		)	—			—			(6		)
(Loss) income from subsidiaries	(7		)	3			—			—			4			—
Net (loss) income	$	(7	)	$	(7	)	$	3		$	—		$	4		$	(7	)

30

Condensed Consolidated Statement of Comprehensive (Loss) Income

For the Three months ended June 28, 2013

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Atkore Consolidated
Net (loss) income	$	(30	)	$	(30	)	$	(2	)	$	(24	)	$	56	$	(30	)
Other comprehensive (loss) income:
Change in foreign currency translation adjustment	(9		)	(9		)	—			(9		)	18		(9		)
Change in unrecognized loss related to pension benefit plans	—			—			—			—			—		—
Total other comprehensive (loss)income	(9		)	(9		)	—			(9		)	18		(9		)
Comprehensive (loss) income	$	(39	)	$	(39	)	$	(2	)	$	(33	)	$	74	$	(39	)

Condensed Consolidated Statement of Comprehensive (Loss) Income

For the Three months ended June 29, 2012

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries		Atkore Consolidated
Net (loss) income	$	(3	)	$	(3	)	$	(3	)	$	—		$	6	$	(3	)
Other comprehensive (loss) income:
Change in foreign currency translation adjustment	(8		)	(8		)	—			(8		)	16		(8		)
Change in unrecognized loss related to pension benefit plans	—			—			—			—			—		—
Total other comprehensive (loss) income	(8		)	(8		)	—			(8		)	16		(8		)
Comprehensive (loss) income	$	(11	)	$	(11	)	$	(3	)	$	(8	)	$	22	$	(11	)

31

Condensed Consolidated Statement of Comprehensive (Loss) Income

For the Nine months ended June 28, 2013

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Atkore Consolidated
Net (loss) income	$	(36	)	$	(36	)	$	1	$	(27	)	$	62		$	(36	)
Other comprehensive income (loss):
Change in foreign currency translation adjustment	(10		)	(10		)	—		(10		)	20			(10		)
Change in unrecognized loss related to pension benefit plans	1			1			1		—			(2		)	1
Total other comprehensive (loss) income	(9		)	(9		)	1		(10		)	18			(9		)
Comprehensive (loss) income	$	(45	)	$	(45	)	$	2	$	(37	)	$	80		$	(45	)

Condensed Consolidated Statement of Comprehensive (Loss) Income

For the Nine months ended June 29, 2012

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries		Atkore Consolidated
Net (loss) income	$	(7	)	$	(7	)	$	3	—			$	4	$	(7	)
Other comprehensive (loss) income:
Change in foreign currency translation adjustment	(5		)	(5		)	—		(5		)	10		(5		)
Change in unrecognized loss related to pension benefit plans	—			—			—		—			—		—
Total other comprehensive (loss) income	(5		)	(5		)	—		(5		)	10		(5		)
Comprehensive (loss) income	$	(12	)	$	(12	)	$	3	$	(5	)	$	14	$	(12	)

32

Condensed Consolidated Balance Sheet

As of June 28, 2013

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Atkore Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	—		$	—		$	31		$	26		$	—		$	57
Accounts receivable, net	—			—			161			50			—			211
Receivables due from Tyco International Ltd. and its affiliates	—			—			3			—			—			3
Inventories, net	—			—			215			34			—			249
Assets held for sale	—			—			11			—			—			11
Prepaid expenses and other current assets	—			10			21			6			—			37
Deferred income taxes	—			—			20			—			—			20
Total current assets	—			10			462			116			—			588
Property, plant and equipment, net	—			—			227			14			—			241
Intangible assets, net	—			—			255			—			—			255
Goodwill	—			—			132			—			—			132
Deferred income taxes	—			—			—			—			—			—
Receivables due from Tyco International Ltd. and its affiliates	—			—			13			—			—			13
Investment in subsidiaries	509			595			—			—			(1,104		)	—
Intercompany receivable	—			310			—			—			(310		)	—
Other assets	—			17			2			—			—			19
Total Assets	$	509		$	932		$	1,091		$	130		$	(1,414	)	$	1,248
Liabilities and Equity
Current Liabilities:
Short-term debt	$	—		$	—		$	—		$	4		$	—		$	4
Accounts payable	—			—			89			16			—			105
Income tax payable	—			—			2			1			—			3
Accrued and other current liabilities	—			21			47			8			—			76
Total current liabilities	—			21			138			29			—			188
Long-term debt	—			410			—			—			—			410
Deferred income taxes	—			(14		)	94			—			—			80
Intercompany payable	—			—			307			3			(310		)	—
Income tax payable	—			—			13			—			—			13
Pension liabilities	—			—			37			—			—			37
Other long-term liabilities	—			6			10			(5		)	—			11
Total Liabilities	—			423			599			27			(310		)	739
Shareholder’s Equity:
Common shares and additional paid in capital	607			607			487			149			(1,243		)	607
(Accumulated deficit) retained earnings	(61		)	(61		)	21			(23		)	63			(61		)
Accumulated other comprehensive (loss) income	(37		)	(37		)	(16		)	(23		)	76			(37		)
Total Shareholder’s Equity	509			509			492			103			(1,104		)	509
Total Liabilities and Shareholder’s Equity	$	509		$	932		$	1,091		$	130		$	(1,414	)	$	1,248

33

Condensed Consolidated Balance Sheet

As of September 28, 2012

($ in millions)

	Atkore International Holdings Inc.			Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Atkore Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	—		$	—		$	16		$	36		$	—		$	52
Accounts receivable, net	—			—			184			51			—			235
Receivables due from Tyco International Ltd. and its affiliates	—			—			3			6			—			9
Inventories, net	—			—			196			41			—			237
Assets held for sale	—			—			11			—			—			11
Prepaid expenses and other current assets	—			8			20			7			—			35
Deferred income taxes	—			—			20			2			—			22
Total current assets	—			8			450			143			—			601
Property, plant and equipment, net	—			—			247			36			—			283
Intangible assets, net	—			—			266			—			—			266
Goodwill	—			—			132			—			—			132
Deferred income taxes	—			—			—			3			—			3
Receivables due from Tyco International Ltd. and its affiliates	—			—			13			—			—			13
Investment in subsidiaries	552			628			—			—			(1,180		)	—
Intercompany receivable	—			305			—			—			(305		)	—
Other assets	—			21			2			8			—			31
Total Assets	$	552		$	962		$	1,110		$	190		$	(1,485	)	$	1,329
Liabilities and Equity
Current Liabilities:
Short-term debt	$	—		$	—		$	—		$	7		$	—		$	7
Accounts payable	—			—			108			$	22		—			130
Income tax payable	—			—			3			$	1		—			4
Accrued and other current liabilities	—			10			52			17			—			79
Total current liabilities	—			10			163			47			—			220
Long-term debt	—			410			—			—			—			410
Deferred income taxes	—			(10		)	93			—			—			83
Intercompany payable	—			—			302			3			(305		)	—
Income tax payable	—			—			13			—			—			13
Pension liabilities	—			—			40			—			—			40
Other long-term liabilities	—			—			11			—			—			11
Total Liabilities	—			410			622			50			(305		)	777
Shareholder’s Equity:
Common shares and additional paid in capital	605			605			485			149			(1,239		)	605
(Accumulated deficit) retained earnings	(25		)	(25		)	20			4			1			(25		)
Accumulated other comprehensive (loss) income	(28		)	(28		)	(17		)	(13		)	58			(28		)
Total Shareholder’s Equity	552			552			488			140			(1,180		)	552
Total Liabilities and Shareholder’s Equity	$	552		$	962		$	1,110		$	190		$	(1,485	)	$	1,329

34

Condensed Consolidated Statement of Cash Flows

For the Nine months ended June 28, 2013

($ in millions)

	Atkore International Holdings Inc.		Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Atkore Consolidated
Cash flows provided by (used for) operating activities	$	—	$	2		$	17		$	(6	)	$	—		$	13
Cash flows from investing activities:
Capital expenditures	—		—			(8		)	(1		)	—			(9		)
Proceeds from sale of properties and equipment	—		—			2			1			—			3
Change in due to (from) Atkore Int’l, Inc	—		—			2			(3		)	1			—
Change in due to (from) subsidiaries	—		1			—			—			(1		)	—
Other, net	—		—			2			1			—			3
Net cash (used for) provided by investing activities	—		1			(2		)	(2		)	—			(3		)
Net cash provided by discontinued investing activities	—		—			—			—			—			—
Net cash (used for) provided by investing activities	—		1			(2		)	(2		)	—			(3		)
Cash flows from financing activities:
Borrowings under Credit Facility	—		192			—			—			—			192
Repayments under Credit Facility	—		(192		)	—			—			—			(192		)
Proceeds of long-term debt from Atkore International, Inc.	—		—			—			—			—			—
Proceeds from short-term debt	—		—			—			7			—			7
Repayments of short-term debt	—		—			—			(10		)	—			(10		)
Change in parent company investment	—		(3		)	—			3			—			—
Net cash (used for) provided by financing activities	—		(3		)	—			—			—			(3		)
Net cash provided by discontinued financing activities	—		—			—			—			—			—
Net cash (used for) provided by financing activities	—		(3		)	—			—			—			(3		)
Effect of currency translation on cash	—		—			—			(2		)	—			(2		)
Net increase (decrease) in cash and cash equivalents	—		—			15			(10		)	—			5
Cash and cash equivalents at beginning of period	—		—			16			36			—			52
Cash and cash equivalents at end of period	$	—	$	—		$	31		$	26		$	—		$	57

35

Condensed Consolidated Statement of Cash Flows

For the Nine months ended June 29, 2012

($ in millions)

	Atkore International Holdings Inc.		Atkore International, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Atkore Consolidated
Cash flows provided by (used for) operating activities	$	—	$	2		$	30		(11		)	$	—		$	21
Cash flows from investing activities:
Capital expenditures	—		—			(12		)	(5		)	—			(17		)
Change in due to (from) subsidiaries	—		55			—			—			(55		)	—
Acquisitions of businesses, net of cash acquired	—		(38		)	(2		)	—			—			(40		)
Other, net	—		—			—			—			—			—
Net cash provided by (used for) investing activities	—		17			(14		)	(5		)	(55		)	(57		)
Net cash provided by discontinued investing activities	—		—			40			—			—			40
Net cash provided by (used for) investing activities	—		17			26			(5		)	(55		)	(17		)
Cash flows from financing activities:
Borrowings under Credit Facility	—		374			—			—			—			374
Repayments under Credit Facility	—		(393		)	—			—			—			(393		)
Proceeds of long-term debt from Atkore International, Inc.	—		—			(55		)	—			55			—
Proceeds from short-term debt	—		—			—			4			—			4
Repayments of short-term debt	—		—			—			(1		)	—			(1		)
Repayments of long-term debt	—		—			(1		)	—			—			(1		)
Net cash (used for) provided by financing activities	—		(19		)	(56		)	3			55			(17		)
Net cash provided by discontinued financing activities	—		—			—			—			—			—
Net cash (used for) provided by financing activities	—		(19		)	(56		)	3			55			(17		)
Effect of currency translation on cash	—		—			—			(1		)	—			(1		)
Net decrease in cash and cash equivalents	—		—			—			(14		)	—			(14		)
Cash and cash equivalents at beginning of period	—		—			—			48			—			48
Cash and cash equivalents at end of period	$	—	$	—		$	—		$	34		$	—		$	34

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide information that is supplemental to, and shall be read together with, the condensed financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q. Information in this MD&A is intended to assist the reader in obtaining an understanding of the condensed financial statements, information about the Company’s business segments and how the results of those segments impact the Company’s results of operations and financial condition as a whole, as well as how certain accounting principles affect the Company’s condensed financial statements. The Company’s results for interim periods are not necessarily indicative of annual operating results.

The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this report particularly in “Cautionary Note Regarding Forward-Looking Statements.”

Executive Summary

Atkore International Holdings Inc. (“the Company,” “we,” “our,” “us,” or “Atkore”) is a global manufacturer of fabricated steel tubes and pipes, pre-wired armored cables, cable management systems and metal framing systems. Our products are used primarily in non-residential construction applications, including installation of electrical systems, site perimeter security fences, steel pipe scaffolding, fire sprinkler pipe and protection systems and metal framing for various support structures. We operate 20 manufacturing facilities and 16 distribution facilities that are strategically located to efficiently receive materials from our suppliers as well as deliver products to our customers. Our global footprint has been streamlined in recent years to improve manufacturing capacity utilization across our facilities and to enhance the efficiency of our transportation and logistics networks.

We distribute our products to end-users through several distinct channels, including electrical distributors, home improvement retailers, industrial distributors, HVAC and plumbing distributors, datacom distributors and original equipment manufacturers ("OEMs"), as well as directly to a small number of general contractors. Many of our products are ultimately installed into non-residential and multi-family residential buildings during new construction and renovation by end-users, who are typically trade contractors. We serve a diverse group of end markets, including commercial construction, diversified industrials, power generation, agricultural, retail, transportation and government. The majority of our sales and operations are in North America. In both the three months ended June 28, 2013 and June 29, 2012, 83% of our net sales were tied to customers located in the U.S. In both the nine months ended June 28, 2013 and June 29, 2012, 83% of our net sales were tied to customers located in the U.S. We also have a significant manufacturing and sales presence in Brazil and, to a lesser extent, in the United Kingdom, France, China, Australia and New Zealand.

Our business is largely dependent on the non-residential construction industry. Approximately 64% and 65% of our net sales in the three and nine months ended June 28, 2013, respectively, and 65% and 67% of our net sales in the three and nine months ended June 29, 2012, respectively, were related to U.S. non-residential construction, where our product installation typically lags U.S. non-residential starts by three to nine months. U.S. non-residential construction starts, as reported by McGraw-Hill Construction – Dodge, Research & Analytics, reached a historic low of 679 million square feet in calendar year 2010, and their projection for calendar year 2013 is 813 million square feet. This level of activity is significantly below the previous cyclical troughs witnessed from 1967 through 2008, during which time non-residential construction starts did not fall below 936 million square feet in any given calendar year. We expect to capitalize on any recovery in non-residential construction activity over the coming years and potentially drive higher margins by leveraging the scalability of our operations.

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business, including, but not limited to, Allied Tube & Conduit^®, Unistrut^®, Power Strut^®, Telespar^®, Cope^®, AFC Cable Systems^®, Kaf-Tech^®, Flo-Coat^®, Gatorshield^®, Kwik-Fit^®, ColorSpec^™, Acroba^®, Razor Ribbon^® , Columbia MBF^®, FlexHead ^® and SprinkFLEX^®, all of which are registered in the U.S., except Acroba^®, which is registered in France.

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Reorganization of Segments

Effective October 1, 2011, as a result of a strategic planning exercise, the Company reorganized its segments. After this reorganization, the Company continues to have two reportable segments: 1) Global Pipe, Tube & Conduit and 2) Global Cable & Cable Management. The Company has combined the product category formerly referred to as Sheets & Plates with Mechanical Tube. Additionally, Metal Framing Systems is now part of Global Cable & Cable Management and Electrical Conduit is now part of Global Pipe, Tube & Conduit. The product categories that pertain to each reportable segment are as follows:

Global Pipe, Tube & Conduit (“GPTC”)

• Pipe & Tube - consists of steel pipe for low pressure fire sprinkler applications and for low pressure conveyance of fluids and certain structural and fabrication applications and commercial quality tubing in a variety of shapes and sizes for industrial applications, such as agricultural buildings, conveyor belt tubing and highway signage (including in-line galvanized steel tubing products for many OEMs and structural applications), high strength fence framework that utilizes the in-line galvanization process to deliver consistent strength and quality, and barbed tape products for high security perimeter fences.

• Conduit - consists of tubular raceways used for the protection and routing of electrical wire, including such products as electrical metallic tubing, intermediate metal conduit, rigid steel conduit, PVC conduit and aluminum rigid conduit, elbows and fittings.

Global Cable & Cable Management (“GCCM”)

• Cable - consists of armored cable and metal-clad cable, including fire alarm and super neutral; ColorSpec^™ ID System, self-grounding metal-clad cable, specialty cables and pre-fabricated wiring systems.

• Cable Management - consists of systems that hold and protect electrical raceways, such as cable tray, cable ladder and wire basket, as well as metal framing or steel support structures using strut, channel and related fittings and accessories for both electrical and mechanical applications.

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Results of Operations

We generally sell our products on a spot basis (and not under long-term contracts). As a result, as the cost to us of the raw materials that compose these products declines, our customers generally seek price concessions. In addition, we account for consumption of inventory in our cost of sales using the first-in, first-out method. This means that, in the short-term, in a declining price environment our net sales will decline and our gross margins will contract or even turn negative, assuming the quantities of the affected products sold remain constant, as we consume inventories valued at higher prices based on the first-in, first-out method. These declines may be material. Rising steel and copper prices have the opposite effect in the short-term, increasing both net sales and gross margin, assuming the quantities of the affected products sold remain constant.

($ in millions)	Three months ended June 28, 2013			Three months ended June 29, 2012			Change			Nine months ended June 28, 2013			Nine months ended June 29, 2012			Change
Net sales	$	406		$	428		$	(22	)	$	1,197		$	1,226		$	(29	)
Cost of sales	356			366			(10		)	1,037			1,046			(9		)
Gross margin	50			62			(12		)	160			180			(20		)
Asset impairment charges	24			9			15			26			9			17
Selling, general and administrative expenses	43			46			(3		)	133			141			(8		)
Operating (loss) income	(17		)	7			(24		)	1			30			(29		)
Interest expense, net	12			13			(1		)	36			37			(1		)
Loss before income taxes	(29		)	(6		)	(23		)	(35		)	(7		)	(28		)
Income tax expense (benefit)	1			(6		)	7			1			(6		)	7
Loss from continuing operations	(30		)	—			(30		)	(36		)	(1		)	(35		)
Loss from discontinued operations and disposal, net of income tax expense	—			(3		)	3			—			(6		)	6
Net loss	$	(30	)	$	(3	)	$	(27	)	$	(36	)	$	(7	)	$	(29	)

Net Sales

Net sales decreased$22 million for the three months ended June 28, 2013 to $406 million, from $428 million for the three months ended June 29, 2012. The decrease was due primarily to the impact of lower average selling prices from our GPTC and GCCM products of $24 million and an unfavorable foreign currency exchange impact of $2 million, primarily as a result of the appreciation of the U.S. Dollar versus the Brazilian Real. This decrease was partially offset by $8 million from higher volume and $5 million of freight recovery classified as revenue in the current period. The absence of revenue of the Gem Fabrication manufacturing facility sold in fiscal year 2012 had an unfavorable impact of $5 million.

Net sales decreased$29 million for the nine months ended June 28, 2013 to $1,197 million, from $1,226 million for the nine months ended June 29, 2012. The decrease was due primarily to the impact of lower average selling prices from our GPTC and GCCM products of about $56 million and an unfavorable foreign currency exchange impact of $11 million, primarily as a result of the appreciation of the U.S. Dollar versus the Brazilian Real. This decrease was partially offset by a higher volume of GPTC and GCCM products of approximately $32 million and $15 million of freight recovery classified as revenue in the current period. The year to date revenue generated by a business acquired in fiscal year 2012, partially offset by the absence of revenue of the Gem Fabrication manufacturing facility sold in fiscal year 2012, had an unfavorable impact of $9 million.

Cost of Sales

Cost of sales decreased by $10 million to $356 million for the three months ended June 28, 2013, compared to $366 million for the three months ended June 29, 2012. The decrease in cost of sales was due primarily to the favorable impact of lower raw material costs for steel of $12 million and for copper of $3 million, offset by $5 million relating to the reclassification of freight recovery to cost of sales.

39

Cost of sales decreased by $9 million to $1,037 million for the nine months ended June 28, 2013, compared to $1,046 million for the nine months ended June 29, 2012. The decrease in cost of sales was due primarily to the favorable impact of lower raw material costs for steel of $36 million, partly offset by higher volume of GPTC and GCCM products worldwide, higher warehouse expense of $4 million as the result of a reclassification from selling expense to cost of goods sold and $15 million of reclassification of freight recovery to cost of sales.

Gross Margin

Gross margin decreased by $12 million to $50 million for the three months ended June 28, 2013, compared to $62 million for the three months ended June 29, 2012. The decrease in gross margin was due primarily to lower average selling prices, partly offset by lower average raw material costs for steel and copper.

Gross margin decreased by $20 million to $160 million for the nine months ended June 28, 2013, compared to $180 million for the nine months ended June 29, 2012. The decrease in gross margin was due primarily to lower average selling prices for GPTC and GCCM products of about $56 million, offset by lower raw material prices for steel of $36 million.

Selling, General & Administrative

Selling, general and administrative expenses decreased$3 million to $43 million for the three months ended June 28, 2013, compared to $46 million for the three months ended June 29, 2012. The decrease was due primarily to lower general and administrative expense and $1 million of lower selling expense as the result of a reclassification of warehouse expense from selling expense to cost of goods sold.

Selling, general and administrative expenses decreased$8 million to $133 million for the nine months ended June 28, 2013, compared to $141 million for the nine months ended June 29, 2012. The decrease was due primarily to lower general and administrative expense of $1 million and $7 million of lower selling expense due primarily to the reclassification of warehouse expense from selling expense to cost of goods sold and lower commissions.

Asset impairment charges

Asset impairment charges increased $15 million to $24 million compared to $9 million for the three months ended June 29, 2012. During the three months ended June 28, 2013, the Company impaired $21 million of long-lived assets in Brazil as a result of a reduction in the fair value of the Brazil asset group. In addition, the Company also recorded an asset impairment of $3 million related to a building classified as assets held for sale. During the three months ended June 29, 2012, the company recorded $9 million of asset impairment charges related to an Enterprise Resource Planning (“ERP”) system and intangible assets and goodwill associated with a manufacturing facility classified as held for sale.

Asset impairment charges increased $17 million to $26 million compared to $9 million for the nine months ended June 29, 2012. In addition to the attributes of increase in asset impairment charges described above, the Company record a $2 million impairment charge related to assets held for sale in the first half of fiscal year 2013.

Operating Income

Operating loss was $17 million for the three months ended June 28, 2013, which decreased $24 million from the operating income of $7 million for the three months ended June 29, 2012. The decrease was due primarily to lower gross margins of $12 million, mainly as a result of lower average selling prices for GPTC products and higher asset impairment charges of $15 million, offset by lower selling, general and administrative expense of $3 million.

Operating income decreased by $29 million to $1 million for the nine months ended June 28, 2013, compared to $30 million for the nine months ended June 29, 2012. The decrease was due primarily to lower gross margins of $20 million and high asset impairment charges of $17 million, partly offset by lower selling, general and administrative expense of $8 million.

Interest Expense, net

Interest expense, net, was $12 million and $13 million for the three months ended June 28, 2013 and June 29, 2012, respectively. The decrease in interest expense was due primarily to lower average borrowing under the Company's asset-based credit facility (the "Credit Facility"). Interest expense in both periods was attributable primarily to interest on the senior secured notes (the “Notes”), which bear interest at 9.875% per annum.

Interest expense, net, was $36 million and $37 million for the nine months ended June 28, 2013 and June 29, 2012, respectively. The decrease in interest expense was due primarily to lower average borrowing under the Credit

40

Facility. Interest expense in both periods was attributable primarily to interest on the Notes, which bear interest at 9.875% per annum.

Income Tax Expense

For the three months ended June 28, 2013 and June 29, 2012, the Company’s effective income tax rate attributable to (loss) income from continuing operations before income taxes was (6)% and 97% respectively.

The effective tax rate for the three months ended June 28, 2013 varied from the U.S. statutory tax rate as a result of losses incurred for the quarter without an associated tax benefit in certain foreign jurisdictions that have a full valuation allowance against deferred tax assets and a foreign jurisdiction in which the deferred tax assets are not expected to be realized.

The effective tax rate for the three months ended June 29, 2012 varied from the U.S. statutory tax rate as a result of deferred tax benefit recognized on additional federal net operating losses allocated to the Company due to exam settlement activity related to the period prior to the transactions described in Note 1 to the condensed financial statements (the "Transactions").

For the nine months ended June 28, 2013 and June 29, 2012, the Company’s effective income tax rate attributable to loss from continuing operations before income taxes was (5)% and 80%, respectively.

The effective rates for the nine months ended June 28, 2013 varied from the U.S. statutory tax rate primarily as a result of losses incurred without an associated tax benefit in certain foreign jurisdictions that have a full valuation allowance against deferred tax assets and foreign jurisdictions in which the deferred tax assets are not expected to be realized.

The effective rates for the nine months ended June 29, 2012 varied from the U.S. statutory tax rate primarily as a result of deferred tax benefit recognized on additional federal net operating losses allocated to the Company due to exam settlement activity related to the period prior to the Transactions.

Loss from Discontinued Operations and Disposal, net of Income Tax Expense

In February 2012, the Company determined that the Morrisville business was no longer strategic to the Company. The business was under Allied Tube & Conduit Corporation ("Allied Tube"), a wholly-owned indirect subsidiary of the Company. On March 6, 2012, Allied Tube entered into an asset purchase agreement with JMC Steel Group, Inc. (“JMC Steel”) pursuant to which JMC Steel would purchase the real estate, building and improvements, and equipment of the Morrisville operations for approximately $40 million. Morrisville's operations and cash flows have been removed from continuing operations for all of the periods presented. The results of the Morrisville operations previously were included within the Global Pipe, Tube & Conduit segment. On April 23, 2012, the Company completed the sale. The Company recorded a loss of $4 million, net of tax, from the sale of Morrisville in fiscal year 2012. For the three months ended June 29, 2012, the Morrisville business had a $3 million loss, net of tax, from operations. For the nine months ended June 29, 2012, the Morrisville business had a $6 million loss, net of tax, from operations.

Results of Operations by Segment

Segment information, as reorganized effective October 1, 2011, is consistent with how management manages the businesses, makes investing and resource allocation decisions and assesses operating performance. Selected information by business segment is presented below ($ in millions):

Global Pipe, Tube & Conduit

	Three months ended June 28, 2013			Three months ended June 29, 2012		Change			Nine months ended June 28, 2013			Nine months ended June 29, 2012		Change
Net sales	$	266		$	276	$	(10	)	$	775		$	791	$	(16	)
Operating (loss) income	(17		)	6		(23		)	(4		)	23		(27		)

Net Sales

Net sales for the three months ended June 28, 2013decreased$10 million to $266 million, from $276 million for the three months ended June 29, 2012. The decrease was attributable primarily to lower average selling prices partly offset by higher volume. The decrease was also partly offset by $5 million attributable to freight recovery, which was classified

41

as revenue in the current period. Changes in foreign currency exchange rates had an unfavorable impact of $2 million, primarily as a result of the appreciation of the U.S. Dollar versus the Brazilian Real.

Net sales for the nine months ended June 28, 2013decreased$16 million to $775 million, from $791 million for the nine months ended June 29, 2012. The decrease was attributable primarily to lower average selling prices partly offset by higher volume. The gradually improving non-residential construction market in North America contributed to higher volumes, up 4% from the nine months ended June 29, 2012. The decrease was also partially offset by an increase of $15 million of freight recovery, which was classified as revenue in the current period. Changes in foreign currency exchange rates had an unfavorable impact of $11 million, primarily as a result of the appreciation of the U.S. Dollar versus the Brazilian Real.

Operating Income

Operating loss was $17 million for the three months ended June 28, 2013, which decreased $23 million from operating income of $6 million in the three months ended June 29, 2012. The decrease in operating income was due primarily to higher asset impairment charges of $21 million and lower average selling prices partly offset by lower average raw material steel costs for GPTC products. Average selling prices were 10% lower during three months ended June 28, 2013, compared to the three months ended June 29, 2012.

Operating loss was $4 million for the nine months ended June 28, 2013, which decreased $27 million from operating income of $23 million in the nine months ended June 29, 2012. The decrease in operating income was due primarily to higher asset impairment charge of $22 million and lower average selling prices, partly offset by higher volume and lower average raw material steel costs for GPTC products. Average selling prices were 9% lower during the nine months ended June 28, 2013, compared to the nine months ended June 29, 2012.

Global Cable & Cable Management

	Three months ended June 28, 2013		Three months ended June 29, 2012		Change			Nine months ended June 28, 2013		Nine months ended June 29, 2012		Change
Net sales	$	151	$	163	$	(12	)	$	453	$	463	$	(10	)
Operating income	9		17		(8		)	30		47		(17		)

Net Sales

Net sales decreased$12 million to $151 million for the three months ended June 28, 2013, compared to $163 million for the three months ended June 29, 2012. The decrease was due primarily to lower average selling prices and lower volume of cable products impacted by an employee strike at one of our plants which was settled in July 2013, partially offset by higher volume for cable management products.

Net sales decreased$10 million to $453 million for the nine months ended June 28, 2013, compared to $463 million for the nine months ended June 29, 2012. The decrease was due primarily to lower average selling prices and lower volume of cable products impacted by an employee strike at one of our plants which was settled in July 2013, partially offset by higher volume for cable management products.

Operating Income

Operating income for the three months ended June 28, 2013decreased$8 million to $9 million, compared to $17 million in the three months ended June 29, 2012. The decrease was due primarily to lower average selling prices and lower volume of cable products and additional operating expense as a result of an employee strike at one of our plants which was settled in July 2013, partially offset by the favorable impact of higher volume for cable management products and lower average raw material copper costs.

Operating income for the nine months ended June 28, 2013decreased$17 million to $30 million, compared to $47 million in the nine months ended June 29, 2012. The decrease was due primarily to lower average selling prices and lower volume of cable products and additional operating expense as a result of an employee strike at one of our plants which was settled in July 2013 and an asset impairment charge of $1 million, partially offset by the favorable impact of higher volume for cable management products.

Corporate and Other

Corporate and Other as included in the footnotes to our financial statements represents corporate administrative expenses.

42

Operating loss for Corporate and Other decreased$7 million to $9 million for the three months ended June 28, 2013, compared to $16 million the three months ended June 29, 2012. The decrease was primarily due to the absence of a $6 million impairment charge related to an ERP system, offset by a $2 million reduction in our restructuring reserve as result of an early buyout of a leased facility during three months ended June 29, 2012. In addition, the decrease was due to lower professional service fees of $1 million and a $2 million decrease in general and administrative cost as a result of the function realignment between corporate and business units compared to the three months ended June 29, 2012.

Operating loss for Corporate and Other decreased$15 million to $25 million for the nine months ended June 28, 2013, compared to $40 million the nine months ended June 29, 2012. The decrease was primarily due to the absence of a $6 million impairment charge related to an ERP system, offset by a $2 million reduction in our restructuring reserve as result of an early buyout of a leased facility as described above. In addition, the decrease was due to lower professional service fees of $4 million, lower severance of $1 million, and a $6 million decrease in general and administrative cost as a result of the function realignment between corporate and business units compared to the nine months ended June 29, 2012.

Seasonality of Company’s Business

Our business experiences some seasonality with historically increased demand in the second and third calendar quarters, as construction activity tends to pick up during these periods. However, this fluctuation can be offset by adverse economic conditions.

Financial Position, Liquidity and Capital Resources

General

Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to differences in demand and changes in economic conditions and commodity prices. We fund operating needs with cash from operations, cash on hand and available borrowing capacity under our Credit Facility.

The amount of capital required to fund inventory and accounts receivable generally rises during periods of increased economic activity or increasing raw material prices. During economic slowdowns or periods of decreasing raw material costs, capital requirements generally decrease as a result of the reduction of inventories and accounts receivable.

We maintain a substantial inventory of raw material and finished products to satisfy the prompt delivery requirements of our customers. Due to the timing differences between payments to our suppliers and receipts from customers, our liquidity needs have generally consisted of working capital necessary to finance receivables and inventory.

Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations. We expect our funds from operations and cash on hand will be sufficient to meet our capital expenditure requirements and we will utilize our Credit Facility or other lines of credit if additional funds are required to fund investments in our operations.

We depend on cash on hand and our ability to generate cash flow from operations, borrow funds under our Credit Facility, and issue debt securities in the capital markets to maintain and expand our business.

The following table is a summary of our cash flows for each period shown ($ in millions):

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	Nine months ended June 28, 2013			Nine months ended June 29, 2012
Net cash provided by operating activities	$	13		$	21
Capital expenditures	(9		)	(17		)
Acquisitions of businesses, net of cash acquired	—			(40		)
Proceeds from sale of properties and equipment	3			—
Net cash provided by discontinued investing activities	—			40
Borrowings under Credit Facility	192			374
Repayments under Credit Facility	(192		)	(393		)
Proceeds from short-term debt	7			4
Repayments of short-term debt	(10		)	(1		)
Repayments of long-term debt	—			(1		)
Other, net	1			(1		)
Increase (decrease) in cash and cash equivalents	$	5		$	(14	)

Operating activities

During the nine months ended June 28, 2013, operating activities provided $13 million, compared to $21 million during the nine months ended June 29, 2012. Cash provided by operating activities during the nine months ended June 28, 2013 decreased $8 million compared to the same period last year due primarily to higher net loss in the current year.

Investing activities

During the nine months ended June 28, 2013, we used $3 million for investing activities, compared to $17 million used by investing activities during the nine months ended June 29, 2012. Capital expenditures were $9 million for the nine months ended June 28, 2013, compared to $17 million during the nine months ended June 29, 2012. Capital expenditures are primarily for replacement of equipment, repairs, and enhancements to our manufacturing operations. During the nine months ended June 28, 2013, we received $3 million proceeds from sale of properties and equipment, of which $2 million was from sale of a building that was accounted for in assets held for sale. In addition, during the nine months ended June 28, 2013, we received the first milestone payment of $2 million related to the divestiture of our joint venture in Saudi Arabia and reduced restricted cash by $1 million. During the nine months ended June 29, 2012, we used $40 million for business acquisitions. In the third quarter of 2012, we received proceeds of $40 million from the sale of the Morrisville facility.

Investment activities are largely discretionary and future investment activities could be reduced significantly or eliminated as economic conditions warrant. We continually assess acquisition opportunities as they arise, and such opportunities may require additional financing. There can be no assurance, however, that any such opportunities will arise, that any such acquisitions will be consummated, or that any needed additional financing will be available on satisfactory terms, or at all, when required.

Financing Activities

The Company used $3 million for financing activities during the nine months ended June 28, 2013, compared to a use of $17 million during the nine months ended June 29, 2012. During the nine months ended June 28, 2013, the Company had $0 million net borrowings under the Credit Facility, compared to net borrowings under the Credit Facility of $19 million during the nine months ended June 29, 2012. In addition, during the nine months ended June 28, 2013, the Company reduced the net borrowings under the line of credit at a foreign location by $3 million compared to an increase in borrowings of $3 million under that line of credit in the same prior year period.

Atkore International, Inc. obtained the Credit Facility of up to $250 million, subject to borrowing base availability, on December 22, 2010 to fund working capital and for general corporate purposes. The borrowing base is equal to the sum of 85% of eligible accounts receivable plus 80% of eligible inventory of each borrower and guarantor. The borrowing base was greater than the $250 million facility limit on June 28, 2013 and September 28, 2012. Availability under the Credit Facility was $235 million and $233 million as of June 28, 2013 and September 28, 2012, respectively.

Based on our current development plans, we anticipate that our cash flow from operations, cash on hand, and availability under the Credit Facility will be adequate to meet our normal operating needs, capital expenditures and

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working capital requirements for our existing businesses over the next twelve months. If we require additional financing to meet our cyclical increases in working capital or operating needs, we may need to access the financial markets.

The indenture governing our Notes and the agreement governing our Credit Facility contain significant covenants, including prohibitions on our ability to incur certain additional indebtedness and to make certain investments and to pay dividends. See Note 7 to the condensed financial statements for further information.

Change in Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There have been no material changes in Critical Accounting Policies and Estimates described in our Form 10-K for the fiscal year ended September 28, 2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of conducting business, we are exposed to certain risks associated with potential changes in market conditions. These risks include fluctuations in foreign currency exchange rates, interest rates and commodity prices, including price fluctuations related to the purchase, production, or sale of steel and copper products. Accordingly, we have established a comprehensive risk management process to monitor, evaluate and manage the principal exposures to which we believe we are subject. Our market risk strategy has generally been to obtain competitive prices for our products and services and allow operating results to reflect market price movements dictated by supply and demand; however, we have from time to time made forward commodity purchases to manage exposure to fluctuations in the purchase of steel and copper metals. We may also seek to manage certain of these risks through the use of financial derivative instruments. Our portfolio of derivative financial instruments may, from time to time, include forward foreign currency exchange contracts, foreign currency options, interest rate swaps and forward commodity contracts. Derivative financial instruments related to interest rate sensitivity of debt obligations, intercompany cross-border transactions and anticipated non-functional currency cash flows are used with the goal of mitigating a significant portion of these exposures when it is cost effective to do so.

To reduce the risk that a counterparty will be unable to honor its contractual obligations to us, we only enter into contracts with counterparties having at least an A-/A3 long-term debt rating. These counterparties are generally financial institutions and there is no significant concentration of exposure with any one party. We do not engage in metal futures trading, hedging activities or otherwise utilize derivative financial instruments for trading or speculative purposes.

In connection with the Transactions, we entered into the Credit Facility, which bears interest at a floating rate, generally LIBOR plus 2.25% to 2.75%. As a result, we are exposed to fluctuations in interest rates to the extent of our borrowings under the Credit Facility, which totaled $0 million at June 28, 2013. A 10% change in interest rates would not materially impact our interest expense based on the amounts outstanding at June 28, 2013.

Item 4. Controls and Procedures

As required by Rule 15d-15(e) under the Securities Exchange Act of 1934, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 28, 2013. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 28, 2013. As a matter of practice, the Company’s management continues to review and document internal control and procedures for financial reporting. From time to time, the Company may make changes aimed at enhancing the effectiveness of the controls and to ensure that the systems evolve with the business. During the three months ended June 28, 2013, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

The information set forth in Note 13 of the condensed financial statements included in Part I of this Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this report, we refer you to the risk factors disclosed in the section titled “Risk Factors” in our Form 10-K for the fiscal year ended September 28, 2012.

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Item 5. Other Information

Iran Notice

Under Section 13(r) of the Exchange Act as added by the Iran Threat Reduction and Syrian Human Rights Act of 2012, we are required to include certain disclosures in our periodic reports if we or any of our “affiliates” (as defined in Rule 12b-2 thereunder) knowingly engage in certain activities specified in Section 13(r) during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it includes any entity that controls us or is under common control with us (“control” is also construed broadly by the SEC). Our affiliate, CD&R, has informed us that an indirect subsidiary of SPIE S.A. (“SPIE”), an affiliate of CD&R based in France, maintained bank accounts during the period covered by this report at Bank Melli with the approval of the French financial regulator (applying European Union law) and, since May 21, 2013, with the approval of the Office of Foreign Assets Control in the U.S. Treasury Department (“OFAC”). Bank Melli is an Iranian bank designated under Executive Order No. 13382. We had no knowledge of or control over the activities of SPIE or its subsidiaries. CD&R has informed us that the SPIE subsidiary has not used the accounts during the period covered by this report, that SPIE and its subsidiaries obtained no revenue or profit from the maintenance of these accounts, that CD&R and SPIE have disclosed past transactions in the accounts to OFAC, that SPIE and its subsidiaries intended to comply with all applicable laws, and that SPIE and its subsidiaries intend to conduct only such transactions and dealings with Bank Melli in the future as are authorized by the applicable French governmental authority and OFAC.

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Item 6. Exhibits

Exhibit No.	Description
3.1	Certificate of Incorporation of Atkore International Holdings Inc., incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed on June 3, 2011.
3.2	By-Laws of Atkore International Holdings Inc., incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-4 filed on June 3, 2011.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATKORE INTERNATIONAL HOLDINGS INC.
By:	/s/ James A. Mallak
	James A. Mallak
	Vice President and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)

Date: August 9, 2013

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Exhibit Index

Exhibit No.	Description
3.1	Certificate of Incorporation of Atkore International Holdings Inc., incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed on June 3, 2011.
3.2	By-Laws of Atkore International Holdings Inc., incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-4 filed on June 3, 2011.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

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